Exhibit 10.10


 


EMPLOYMENT AGREEMENT


 


This employment agreement (the “Agreement”)
dated as of January 9, 2014, effective as of January 5,2014 (the “Effective Date”), by and between XTL Biopharmaceuticals
Ltd., an Israeli company with its principal offices in 85 Medinat Hayehudim, Herzliya, Israel, (the "Company"),
and Mr. David Kestenbaum I.D. Number: 314385162, an individual whose address is 7 Haerez St. Raanana 43232 Israel (the "Employee").


 


WITNESSETH:


 


WHEREAS, the Company
desires to employ Employee as its Chief Financial Officer (the “Position”), and Employee desires to be employed
by the Company in such capacity, on the terms and conditions set forth below:


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual promises and covenants herein contained, the parties hereto agree as follows:


 


It is hereby agreed by and between the
parties as follows:


 


		1.	Preamble



 


The preamble to this Agreement
and any attachments thereto are an integral part of this Agreement.


 


		2.	Job Description



 


The Company hereby employs Employee,
and Employee hereby accepts employment, to serve in a position of Chief Financial Officer. At a time to be determined by the Chief
Executive Officer and at the discretion of the Chief Executive Officer, the Employee shall be responsible for the financial and
accounting management of the Company. He shall report directly to the Chief Executive Officer. The description of responsibilities
set forth herein shall serve as a general statement of the duties, responsibilities and authority of the Employee. Additional duties,
responsibilities and authority may be assigned to the Employee by the Chief Executive Officer, from time to time in his discretion.


 


		3.	Working Hours



 


The Employee
shall be employed by the Company on a full-time basis, namely for not less than forty-four (44) hours per week (inclusive of meal
time). The Employee agrees that his position is considered to be a management position as defined in the Hours of Work and Rest
Law – 1951, which requires a special measure of personal trust. Accordingly, the provisions of the Hours of Work and Rest
Law – 1951 shall not apply and the Employee shall not be entitled to receive any additional payment for his work other than
those that are set forth in this Agreement.


 




     


     


    

 


		4.	Term of Agreement



 


This Agreement
shall take effect from the Effective Date and shall remain in effect through the third (3) anniversary of such date, unless it
is earlier terminated as hereinafter provided. Notwithstanding to the contrary, unless either party had provided a 60 day prior
written notice to the other party, regarding his wish not to extend the engagement according to this Agreement, this Agreement
shall be renewed automatically for an additional period of 12 months.


 


		5.	Compensation



 


5.1
Annual Salary


 


The Annual
gross salary of the Employee shall be NIS 396,000 (the "Annual Salary").the Annual Salary shall be paid to the
Employee in monthly installments of NIS 33,000 per month until the 10th day in each consecutive month.


 


The Employee
shall not be entitled to receive from the Company any salary or payment of any kind other than the Annual Salary and other payments
specifically set forth in this Agreement or properly authorized by the Board of Directors.


 


5.2
Other Terms of Employment


 


		5.2.1	Expenses: The Employee shall be entitled, in accordance with the Company’s standard
policy in effect from time to time, to be reimbursed for expenses (Hotza’ot Eshel) incurred in Israel and abroad in connection
with Company business against receipt by the Company of appropriate vouchers, receipts or other proof of the Employee’s expenditures.



 


		5.2.2	Continuing Education Fund: The Employee shall be entitled to participate in the Company’s
continuing education fund (Keren Hishtalmut). The Company shall contribute an amount equal to seven and a half percent (7.5%) of
the Employee’s Annual Salary and shall deduct two and a half percent (2.5%) of the Employee’s Annual Salary and transfer
it as the Employee’s contribution. The Employee consents to the deduction of this amount as his contribution to the continuing
education fund. Without derogating from the above said, the parties agree that for the first three (3) months of employment, the
said contributions will be calculated and contributed by each party up to the permissible tax-exempt salary ceiling according to
the income tax regulations in effect from time to time. Thereafter, the permissible tax-exempt salary ceiling shall have no effect
and the contribution of each party shall be made from the full Annual Salary, on a monthly basis.



 




     


     


    

 


		5.2.3	Reserve Duty: The Employee shall be entitled to receive his full Annual Salary and other
payments while performing reserve duty, provided that any amount received by the Employee from the I.D.F. or any other source (excluding
Damei Calcala) is transferred to the Company or, in the alternative, an amount equal to that received from the I.D.F. or any other
source is deducted from the Annual Salary payable to the Employee.



 


		5.2.4	Annual Leave and Damei Havra’a: The Employee shall be entitled to twenty two (22)
working days of paid annual leave each year. The Employee shall not be allowed to accrue more than twenty two (22) working days
of annual leave except in unusual circumstances and with the permission of the Company. Any accrued and unused vacation days can
be redeemed by the Employee in accordance with the provisions of the Annual Leave Law – 1951. In addition, the Employee shall
be entitled to paid leave on the major national and religious holidays celebrated in Israel, and in accordance with the normal
practice of the Company in effect from time to time. The Company shall also pay the Employee an amount equivalent to five (5) days
of damei havra’a each year in accordance with the law and the normal practice of the Company in effect from time to time.



 


		5.2.5	Sickness and Disability Insurance: The Employee shall be entitled to the number of days
for sick leave permitted by law. Compensation for sick days utilized shall be paid according to his Annual Salary only upon the
presentation of medical documentation as required by the Company. As detailed under Section 5.2.6 below, the Employee shall be
covered by disability insurance that provides monthly compensation. Notwithstanding the foregoing, the Employee shall not be entitled
to receive compensation for sick leave if such compensation is covered by the Employee’s disability insurance referred to
above. However, should the amounts received by the Employee pursuant to such disability insurance be less than the amount that
is properly payable as compensation for the Employee’s available sick leave, according to the Annual Salary, the Company
shall pay the difference. It is understood and agreed that unused sick leave cannot be redeemed by the Employee. For the avoidance
of doubt, it is understood and agreed that the payments made by the Company in consideration of sick leave covers all obligations
of the Company pursuant to the Sick Leave Law – 1976.



 




     


     


    

 


		5.2.6	Pension Benefits and Severance Payments



 


Managers
Insurance. Within ten days after the end of each month during the employment of Employee hereunder (or such other day as is
consistent with the Company’s general practices), the Company shall pay an aggregate amount equal to 13-1/3% of the Employee’s
monthly installment of the Annual Salary for the preceding month to a Managers Insurance (Bituach Manahalim) policy (the “Policy”)
and/or a comprehensive pension plan (the “Pension Plan”) through an agency and with an insurance company
or a pension fund, to be selected by the Employee, to be divided as follows: 8-1/3% towards Severance (the “Company’s
Severance Contribution”); 6% toward provident (compensation). In addition to the 13-1/3% mentioned above, at the beginning
of each month the Company shall deduct from the monthly installment of the Annual Salary of Employee an amount equal to 5.5% of
the Employee’s monthly installment of the Annual Salary for the preceding month, and shall pay such amount as premium payable
in respect of the provident compensation component of Policy. In addition the Company shall also pay up to 2.5% of the Employee’s
monthly installment of the Annual Salary towards loss of (working capacity) disability insurance (depending on the cost to the
Company necessary to provide coverage). In the event the Employee elects to be insured under a Pension Plan, the allocations shall
be modified in accordance with the Pension Plans policies, provided, in any event they do not exceed the amounts set forth above.


 


		(a)	Section 14 of the Severance Compensation Law – 1963.



 


		(i)	It is hereby agreed that upon termination of employment under this Agreement, the Company shall
release to the Employee all amounts accrued in the Managers Insurance on account of both the Company’s and Employee’s
contributions. It is hereby clearly agreed and understood that the amounts accrued in the Managers Insurance on account the Company’s
contribution [i.e. 13.33% of each monthly installment of the Annual Salary payment] shall be in lieu and in full and final substation
of any severance pay the Employee shall be or become entitled to under any applicable Israeli law.



 


		(ii)	The Company hereby waives in advance any right to any amounts accrued in the Managers Insurance,
unless the Employee is either not entitled to Severance Pay according to Section 17 of the Severance Compensation Act, 1963, or
has withdrawn amounts from the Managers Insurance not due or as a result of an “Entitling Event”, as such term
is defined in the General Approval of the Labor Minister, dated June 30, 1998, issued in accordance to the said Section 14 (the
“General Approval”).



 


		(iii)	Sub-Sections (i) and (ii) are in accordance with Section 14 of the Severance Compensation Act,
1963 and the General Approval, a copy of which is attached hereby to this Schedule A as Exhibit A.



 




     


     


    

 


		5.2.7	Company Automobile.



 


The Company
will provide a leased, Group 4 (or equally priced), automobile to the Employee, and will place such automobile at the disposal
of the Employee under the terms of the Company’s general leasing plan (to be provided to the Employee upon provision of the
automobile), for as long as a leased car policy is in place. The Company will bear all expenses of the automobile, including gasoline,
but excluding any traffic or parking fines resulting from the use of such automobile. Should Employee choose not to take a leased
automobile from the Company, or to take a leased an automobile of Group lower than Group 4, the Company will pay the difference
in Employer cost to Employee on a monthly basis. All tax consequences resulting from the use of such automobile by the Employee
shall be borne by the Employee and shall be his sole and exclusive responsibility.


 


		5.2.8	Cellular Phone



 


The Company shall
provide and maintain for the Employee a cellular telephone for as long as the Employee is employed by the Company. It is agreed
that the Employee may transfer his own current cellular phone number to the Company. Upon cessation of the Employee’s employment
with the Company for whatever reason, the Company agrees to return to the Employee his cellular phone number. The costs o such
transfer of the cellular phone number to the company and back to the Employee shall be borne by the Company. All tax consequences
resulting from the use of the cellular by the Employee shall be borne by him and shall be his sole and exclusive responsibility


 


		5.2.9	Bonus



 


		5.2.9.1	Upon the successful completion of fund raising of at least US$ 3 million in a public offering or
private placement of equity securities, including securities convertible or exercisable into equity by the Company within a period
of three (3) years as of the Effective Date (the "Fund Raising") and, as long as the Employee is employed by the
Company in the Position, the Employee shall be granted with a one-time bonus payment equal to 0.6% of the funds raised, and up
to maximum aggregate payment of US$120,000 per year (the ''Fundraising Bonus'').



 


		5.2.9.2	Upon the successful completion of a Transaction, as defined below and, as long as the Employee
is employed by the Company in the Position, the Employee shall be granted with a one-time payment equal to 0.5% of the transaction
amount actually received by the Company in such Transaction, whether as upfront payments, milestone payments or payments of any
other form, and up to maximum aggregate payment of US$100,000 per year (the ''Transaction Bonus'').



 


For the purpose
of this section the term ''Transaction'' shall have the following meaning: Transaction made by the Company or any of its fully
owned subsidiaries or any entity in its control (>50%) receives payment in connection with any collaboration or other transaction
relating to their respective products or technologies, excluding payments made to finance specific research and development activity
and royalty payments


 




     


     


    

 


		5.2.9.3	Upon the successful completion of a research and development funding in the Company (the “R&D
Funding”), Employee shall be granted a one-time bonus payment equal to 0.4% of the R&D Funding amount, and up to
a maximum aggregate payment of US$75,000 per year (the ''R&D Bonus'').



 


Without derogating
from the above said, the parties agree that the bonuses payments above will be valid for as long as the Employee is employed by
the Company in the Position and in any event the total aggregate bonus amount that will be paid to the Employee according to section
5 shall not exceed US$150,000 per year.


 


		5.2.10	Grant of Stock/Share Options



 


Subject to the approval of the
board of directors of the Company (the “Board”), the Employee shall be issued 750,000 options to purchase 750,000
ordinary shares of the Company of nominal value of NIS 0.1 each, available through the Company’s ESOP (as defined below)
(the “Options”), at an exercise price of NIS 0.5328 per share subject to any dilution and subject to the following
conditions:


 


(1)        The
Option shall vest and become exercisable on a quarterly basis, over a period of 3 years thereafter for as long as Employee's employment
with the Company has not terminated.


 


(2)        The
Options shall be granted in accordance with an Option Agreement to be signed between the Employee and the Company and shall be
at all times subject to (i) all the terms of the Company's Share Option Plan (“ESOP”), (ii) any terms and conditions
as shall be determined and altered from time to time by the Board or any of its committees at their sole discretion, and (iii)
any terms and conditions as provided in any agreement or arrangement the Company may enter from time to time including agreements
and arrangements with Investment Banks or Underwriters.


 


(3)        Any
tax liability in connection with the Options (including with respect to the grant, exercise, sell of the Option or the share receivable
upon their exercise) shall be borne solely by the Employee.


 


(4)        The
Company's Board's approval.


 


		6.	Termination of Employment
	 	 	 



		6.1	Either party may terminate the Employee’s employment with the Company without cause at any
time upon sixty (60) day’s prior written notice. The Company shall have the right, in its sole discretion, to require the
Employee to continue working for the Company during the notice period.



 




     


     


    

 


		6.2	The Employee’s employment shall be terminated by his death or disability. (For purposes of
this section, “disability” shall be deemed to have occurred if the Employee is unable, due to any physical or mental
disease or condition, to perform his normal duties of employment for 120 consecutive days or 180 days in any twelve month period.).
In such an event, he shall be entitled to continue to receive his annual salary for three (3) months following his last day of
actual employment by the Company. Such amount shall be in addition to any severance payment he is entitled to receive according
the provisions of the Severance Compensation Law - 1963. In addition, in such events, the Board of Directors shall take the necessary
steps so that (a) any outstanding, but unvested, options granted to the Employee shall vest upon the effective date of his termination;
and (b) the period during which the Employee shall be permitted to exercise such options shall be extended to two (2) years from
the effective date of his termination as defined in the Share Option Plan governing the options in question. Should the Employee’s
employment be terminated as a result of his death, the benefits granted herein, shall be granted instead to his lawful heir or
heirs.



 


		7.	Taxes and Other Payments



 


		7.1	Unless otherwise specifically provided for in this Agreement, the Company shall not be liable for
the payment of taxes or other payments for which the Employee is responsible as result of this Agreement or any other legal provision,
and the Employee shall be personally liable for such taxes and other payments.



 


		7.2	The Employee hereby agrees that the Company shall deduct from his Annual Salary the Employee’s
national insurance fees, income tax and other amounts required by law or the terms of this Agreement. The Company shall provide
the Employee with documentation of such deductions.



 


		8.	The Obligations of the Employee 



 


		8.1	The Employee agrees to devote his entire business time, energy, abilities and experience to the
performance of his duties, effectively and in good faith.



 


		8.2	During the period of his employment, the Employee shall not be employed, whether or not during
regular business hours, for pay by any other party other than the Company, without the prior permission of the Company.



 


		8.3	The Employee agrees to immediately inform the Company of any Company issue or transaction in which
the Employee has a direct or indirect personal interest and/or where such issue or transaction could cause a conflict of interest
for the Employee in the fulfillment of his responsibilities as an employee of the Company.



 


		8.4	The Employee hereby gives irrevocable instructions and permission to the Company to deduct from
any amounts owed to the Employee by the Company, including amounts payable as severance compensation, (a) any debt he has or will
have to the Company; and/or (b) any amount that was wrongfully or mistakenly paid to him by the Company. Any such amounts to be
deducted shall be calculated in real terms as of the date of the deduction, including linkage to cost of living index.



 




     


     


    

 


		8.5	The Employee declares that the terms and conditions of his employment are personal and confidential
and will not be disclosed by him.



 


		8.6	The Employee declares that he is free to enter into this Agreement and that he has no obligations
of any kind to any third party that would impair this Agreement, either as an employee or an independent contractor. The Employee
further declares that as long as he remains an employee of the Company, he will not incur any such obligations.



 


		8.7	The Employee agrees to keep confidential (a) all professional, scientific, commercial, and business
information; and (b) any other information or document that comes to the Employee’s knowledge in connection with the affairs
of the Company (collectively, the “Confidential Information”), and agrees not to use or exploit the Confidential Information
or to disclose it to any third party where such use, exploitation or disclosure in not directly related to the affairs of the Company,
unless the Company gives prior written authorization of such disclosure.



 


		8.8	The Employees agrees that during his employment by the Company and thereafter he (a) will not disseminate
or otherwise make use of the Confidential Information or of other non-public information of which he learned while working for
the Company, except where such dissemination or use is directly related to the affairs of the Company; (b) will maintain the confidentiality
of the Confidential Information; and (c) will not in any way act to injure the reputation of the Company or any of its affiliated
companies.



 


		8.9	The Employee understands and recognizes that his services to the Company are special and unique.
Therefore, he agrees that during the term of this Agreement and for one (1) year after the termination for any reason of his employment,
he shall not be employed in or give any services to any business or third party that competes directly with the Company or whose
activities conflict with the activities of the Company, unless the Chief Executive Officer has given his explicit written consent
prior the commencement of such employment or the giving of such services.



 


		8.10	Upon termination of his employment, the Employee agrees to assist the Company with an orderly transition
of his responsibilities and to return to the Company any documents, information and/or materials that were given to him or which
were created by him in connection with his employment.



 


		9.	Intellectual Property Rights



 


		9.1	The Employee declares that he is aware that anything that is done by him in the Company or in connection
with the Company, whether it be an invention, a discovery, or the development of an idea or a thing, all within the framework of
the Company’s business (the Development”) shall belong to and be controlled by the Company, unless the Board of Directors
shall, in writing, direct otherwise.



 




     


     


    

 


		9.2	The Company shall have the right to fully utilize and exploit the Development, as it sees fit,
including changing it, registering part or all of it as a patent, whether in Israel or abroad, selling it, transferring it to a
third party, all without being required to either receive the Employee’s consent or pay the Employee any additional payment
for such Development apart from any payment he receives pursuant to this Agreement.



 


		9.3	The Development and any subsequent intellectual property arising therefrom shall remain the sole
property of the Employer even after the Employee’s employment terminates for any reason. The termination of this Agreement,
whether due to its breach or its own terms, shall not impair the Company’s exclusive rights in the Development. Notwithstanding
the termination of this Agreement, the Board of Directors shall have the discretion to award the Employee a cash payment in accordance
with the terms of paragraph 5.2, above, as a result of any Development or subsequent intellectual property arising therefrom developed
primarily by the Employee.



 


		9.4	The Employee may not do anything with the Development or any related materials without the knowledge
and prior consent of the Company. The Employee declares that he neither has nor will have any rights in the Development or its
fruits and that all rights to the Development and its fruits shall fully reside in the Company.



 


		9.5	Even in the event that at the time of the termination of the Employee’s employment for any
reason the Development has not been completed, the Employee shall be prohibited from any continued activity in connection with
the subject of the Development, alone or in concert with others, that is not explicitly allowed in writing by the Company. The
Company alone will be the sole owner of the uncompleted Development and shall have the sole right to complete the Development or
to take any other action in connection with the Development.



 


		10.	Indemnification



 


The Company
shall take whatever steps are necessary to indemnify the Employee, including, but not limited to the Employee, for all actions
taken in good faith in pursuit of their duties and obligations to the Company. Such steps shall include, but shall not necessarily
be limited to, the obtaining of an appropriate level of Directors and Officers Liability coverage, if appropriate. In the event
the Employee will be signing the Company’s financial statements or other regulatory filings, then the Company shall include
the Employee in its Directors and Officers Liability coverage.


 


		11.	General



 


		11.1.	It is agreed that the provisions of this Agreement represent the full scope of the agreement between
the parties and that neither side shall be bound by any promises, declarations, exhibits, agreements or obligations, oral or written,
that are not included in this Agreement prior to its execution. Any changes or amendments to this Agreement must be in writing
and signed by both parties.



 




     


     


    

 


		11.2.	This Agreement shall be governed by, and construed and interpreted under, the laws of the State
of Israel. The parties agree that any legal claim lodged by one party against the other arising from the terms of this Agreement
shall be adjudicated only by the appropriate court in Tel Aviv, Israel.



 


		11.3.	If any provision of this Agreement shall be declared by a court of competent jurisdiction to be
invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof
shall nevertheless remain in full force and effect and enforceable, and no provision shall be deemed dependent upon any other covenant
or provision unless so expressed herein.



 


		11.4.	The rights, benefits, duties and obligations under this Agreement shall inure to, and be binding
upon, the Company, its successors and assigns, and upon the Employee and his legal representatives. This Agreement constitutes
a personal service agreement, and the performance of the Employee's obligations hereunder may not be transferred or assigned by
the Employee.



 


		11.5	The failure of either party to insist upon the strict performance of any of the terms, conditions
and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith or with any
other term, condition or provision hereof, and said terms, conditions and provisions shall remain in full force and effect. No
waiver of any term or condition of this Agreement on the part of either party shall be effective or any purpose whatsoever unless
such waiver is in writing and signed by such party.



 


		11.6	The headings of Sections are inserted for convenience and shall not affect any interpretation of
this Agreement.



 


		12.	Notices



 


		12.1.	A notice that is sent by registered mail to a party at its address as set forth in paragraph 12.2,
below, shall be deemed received three (3) days after its posting, and the receipt stamped by the post office shall represent definitive
evidence of the date of mailing.



 


		12.2.	The addresses of the parties for the purposes of this Agreement are:



 


XTL Biopharmaceuticals
Ltd.


85 Medinat
Hayehudim


Herzliya,
Israel


 


Employee:


 


David Kestenbaum


7 Haerez St.


Raanana 43232
Israel


 




     


     


    

 


IN WITNESS
WHEREOF the parties have hereunto set their hands at the place and on the date first above written.


 


 


	XTL Biopharmaceuticals Ltd.	 	David Kestenbaum


 


	By:	 	 
	Name:	Josh Levine	 
	Title:	Chief Executive Officer	 
	Date:	January 9, 2014	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	Date:	January 9, 2014